Exhibit 4.1


 


EXHIBIT A


 


SUBSCRIPTION AGREEMENT


 


AVALON GLOBOCARE CORP. 


 


Avalon GloboCare Corp. (the "Company")
has authorized for sale 6,000,000 shares of Common Stock (“Common Stock”) on a “best efforts” basis for
the maximum offering of $3,000,000. The undersigned hereby subscribes for the Shares for the Subscription Price (as defined below
and on the signature page attached hereto). The shares of Common Stock offered for sale by the Company are hereinafter referred
to as the Shares shall also be referred to as the “Securities”. There is no escrow in this offering. The Company will
be entitled to use the proceeds individually upon receipt from the subscriber.


 


The undersigned agrees
to pay the Subscription Price for the Securities being purchased hereunder. The entire purchase price is due and payable upon the
submission of this Subscription Agreement and shall be payable by wire transfer or check. However, in such event that the Subscription
Price has been previously paid, then the Subscription Price shall be deemed fully paid.


 


The Company has the right
to reject this subscription in whole or in part.


 


The undersigned acknowledges
that the Securities being purchased hereunder and its component securities will not be registered under the Securities Act of 1933
(the "Act"), or the securities laws of any state (the “State Acts”), in reliance upon an exemption from the
registration requirements of the Act and the State Acts; that absent an exemption from registration contained in the Act and the
State Acts, the Securities, would require registration; and that the Company's reliance upon such exemptions is based, in material
part, upon the undersigned's representations, warranties, and agreements contained in this Subscription Agreement.


 


1.           The
undersigned represents, warrants, and agrees as follows:


 


a.           The
undersigned agrees that this Subscription Agreement is and shall be irrevocable.


 


b.           The
undersigned has carefully read the Confidential Private Offering Memorandum, dated November 1, 2016, and exhibits thereto (the
“Memorandum”) and the risk factors contained therein. The undersigned has been given the opportunity to ask questions
of, and receive answers from, the Company concerning the terms and conditions of this Offering and the Memorandum and to obtain
such additional information, to the extent the Company possesses such information or can acquire it without unreasonable effort
or expense, necessary to verify the accuracy of same as the undersigned reasonably desires in order to evaluate the investment.
The undersigned understands the Memorandum and the undersigned has had the opportunity to discuss any questions regarding any of
the disclosure in the Memorandum with his counsel or other advisor. Notwithstanding the foregoing, the only information upon which
the undersigned has relied is that set forth in the Memorandum and the associated risk factors. The undersigned has received no
representations or warranties from the Company, its employees, agents or attorneys, in making this investment decision other than
as set forth in the Memorandum. The undersigned does not desire to receive any further information.


 




     


     


    

 


c.           The
undersigned is aware that the purchase of the Securities is a speculative investment involving a high degree of risk, that there
is no guarantee that the undersigned will realize any gain from this investment, and that the undersigned could lose the total
amount of this investment.


 


d.           The
undersigned understands that no federal or state agency has made any finding or determination regarding the fairness of the Securities
for investment, or any recommendation or endorsement of the Share.


 


e.           The
undersigned is purchasing the Securities for the undersigned's own account, with the intention of holding the Securities with no
present intention of dividing or allowing others to participate in this investment or of reselling or otherwise participating,
directly or indirectly, in a distribution of the Securities, and shall not make any sale, transfer, or pledge thereof without registration
under the Act and any applicable securities laws of any state or unless an exemption from registration is available under those
laws.


 


f.            The
undersigned represents that if an individual, he has adequate means of providing for his or her current needs and personal and
family contingencies and has no need for liquidity in this investment in the Securities. The undersigned has no reason to anticipate
any material change in his or her personal financial condition for the foreseeable future.


 


g.           The
undersigned is financially able to bear the economic risk of this investment, including the ability to hold the Securities indefinitely,
or to afford a complete loss of his investment in the Securities.


 


h.           The
undersigned represents that the undersigned's overall commitment to investments which are not readily marketable is not disproportionate
to the undersigned's net worth, and the undersigned's investment in the Securities will not cause such overall commitment to become
excessive. The undersigned understands that the statutory basis on which the Securities are being sold to the undersigned and others
would not be available if the undersigned's present intention were to hold the Securities for a fixed period or until the occurrence
of a certain event. The undersigned realizes that in the view of the Securities and Exchange Commission (the “Commission”),
a purchase now with a present intent to resell by reason of a foreseeable specific contingency or any anticipated change in the
market value, or in the condition of the Company, or that of the industry in which the business of the Company is engaged or in
connection with a contemplated liquidation, or settlement of any loan obtained by the undersigned for the acquisition of the Securities,
and for which such Securities may be pledged as security or as donations to religious or charitable institutions for the purpose
of securing a deduction on an income tax return, would, in fact, represent a purchase with an intent inconsistent with the undersigned's
representations to the Company, and the Commission would then regard such sale as a sale for which the exemption from registration
is not available. The undersigned will not pledge, transfer or assign this Subscription Agreement.


 




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i.            The
undersigned represents that the funds provided for this investment are either separate property of the undersigned, community property
over which the undersigned has the right of control, or are otherwise funds as to which the undersigned has the sole right of management.
The undersigned is purchasing the Securities with the funds of the undersigned and not with the funds of any other person, firm,
or entity and is acquiring the Securities for the undersigned's account. No person other than the undersigned has any beneficial
interest in the Securities being purchased hereunder.


 


j.            The
address shown under the undersigned's signature at the end of this Subscription Agreement is the undersigned's principal residence
if he or she is an individual, or its principal business address if it is a corporation or other entity.


 


k.          The
undersigned has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks
of an investment in the Securities.


 


l.            The
undersigned acknowledges that the certificates for the Securities which the undersigned will receive will contain a legend substantially
as follows:


 


			THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"). THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW
TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, TRANSFERRED, MADE SUBJECT TO A SECURITY INTEREST, PLEDGED, HYPOTHECATED OR OTHERWISE
DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AS AMENDED, OR EVIDENCE SATISFACTORY
TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT.



 


The undersigned further
acknowledges that a stop transfer order will be placed upon the certificates for the securities in accordance with the Act. The
undersigned further acknowledges that the Company is under no obligation to aid the undersigned in obtaining any exemption from
registration requirements.


 


m.           The
undersigned represents that he is an “accredited investor” as that term is defined under the Act.


 


2.           The
undersigned expressly acknowledges and agrees that the Company is relying upon the undersigned's representations contained in the
Subscription Agreement.


 




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3.           The
Company has been duly and validly incorporated and is validly existing and in good standing as a corporation under the laws of
the State of Delaware. The Company represents that it has all requisite power and authority, and all necessary authorizations,
approvals and orders required as of the date hereof to enter into this Subscription Agreement and to be bound by the provisions
and conditions hereof.


 


4.           Except
as otherwise specifically provided for hereunder, no party shall be deemed to have waived any of his or its rights hereunder or
under any other agreement, instrument or papers signed by any of them with respect to the subject matter hereof unless such waiver
is in writing and signed by the party waiving said right. Except as otherwise specifically provided for hereunder, no delay or
omission by any party in exercising any right with respect to the subject matter hereof shall operate as a waiver of such right
or of any such other right. A waiver on any one occasion with respect to the subject matter hereof shall not be construed as a
bar to, or waiver of, any right or remedy on any future occasion. All rights and remedies with respect to the subject matter hereof,
whether evidenced hereby or by any other agreement, instrument, or paper, will be cumulative, and may be exercised separately or
concurrently.


 


5.           The
parties have not made any representations or warranties with respect to the subject matter hereof not set forth herein, and this
Subscription Agreement, together with any instruments or documents executed simultaneously herewith in connection with this offering,
constitutes the entire agreement between them with respect to the subject matter hereof. All understandings and agreements heretofore
had between the parties with respect to the subject matter hereof are merged in this Subscription Agreement and any such instruments
and documents, which alone fully and completely expresses their agreement.


 


6.           This
Subscription Agreement may not be changed, modified, extended, terminated or discharged orally, but only by an agreement in writing,
which is signed by all of the parties to this Subscription Agreement.


 


7.           The
parties agree to execute any and all such other further instruments and documents, and to take any and all such further actions
reasonably required to effectuate this Subscription Agreement and the intent and purposes hereof.


 


8.           This
Subscription Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey and the undersigned
hereby consents to the jurisdiction of the courts of the State of New Jersey and the United States District Courts situated therein.


 


9.           The
undersigned represents and warrants that he, she or it comes within one category marked below, and that for any category marked,
he, she or it has truthfully set forth, where applicable, the factual basis or reason the undersigned comes within that category.
ALL INFORMATION IN RESPONSE TO THIS SECTION WILL BE KEPT STRICTLY CONFIDENTIAL. The undersigned agrees to furnish any additional
information which the Company deems necessary in order to verify the answers set forth below.


 




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	Category A___	 	The undersigned is an individual (not a partnership, corporation, etc.) whose individual net worth, or joint net worth with his or her spouse, presently exceeds $1,000,000. (In calculating net worth you may include equity in personal property and real estate (but excluding your principal residence), cash, short-term investments, stock and securities. Equity in personal property and real estate should be based on the fair market value of such property less debt secured by such property.)
	 	 	 
	Category B___	 	The undersigned is an individual (not a partnership, corporation, etc.) who had an income in excess of $200,000 in each of the two most recent years, or joint income with his or her spouse in excess of $300,000 in each of those years (in each case including foreign income, tax exempt income and full amount of capital gains and losses but excluding any income of her family members and any unrealized capital appreciation) and has a reasonable expectation of reaching the same income level in the current year.
	 	 	 
	Category C___	 	The undersigned is a director or executive officer of the Company.
	 	 	 
	Category D___	 	The undersigned is a bank; a savings and loan association; insurance company; registered investment company; registered business development company; licensed small business investment company ("SBIC"); or employee benefit plan within the meaning of Title 1 of ERISA and (a) the investment decision is made by a plan fiduciary which is either a bank, savings and loan association, insurance company or registered investment advisor, or (b) the plan has total assets in excess of $5,000,000 or (c) is a self directed plan with investment decisions made solely by persons that are accredited investors. (describe entity)
	 	 	 
	Category E___	 	The undersigned is a private business development company as defined in section 202(a)(22) of the Investment Advisors Act of 1940. (describe entity)
	 	 	 
	Category F___	 	The undersigned is either a corporation, partnership, Massachusetts business trust, or non-profit organization within the meaning of Section 501(c)(3) of the Internal Revenue Code, in each case not formed for the specific purpose of acquiring the Securities and with total assets in excess of $5,000,000. (describe entity)
	 	 	 
	Category G___	 	The undersigned is a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Securities, where the purchase is directed by a "sophisticated investor" as defined in Regulation 506(b)(2)(ii) under the Act.




 




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	Category H___	 	The undersigned is an entity (other than a trust) in which all of the equity owners are "accredited investors" within one or more of the above categories. If relying upon this Category alone, each equity owner must complete a separate copy of this agreement. 




 


The undersigned agrees that the undersigned
will notify the Company at any time on or prior to the closing in the event that the representations and warranties in this agreement
shall cease to be true, accurate and complete.


 


10.         SUITABILITY
(please answer each question)


 


(a)          Please
describe your current employment, including the company by which you are employed and its principal business:


 


(b)          Please
describe any college or graduate degrees held by you:


 


(c)          Please
list types of prior investments:


 


(d)          Please
state whether you have participated in other private placements before:


 


	 	YES  ̈	NO  ̈


 


(e)          If
your answer to question (d) above was "YES", please indicate frequency of such prior participation in private placements
of:


 


	 	 	Public Companies	 	Private Companies
	Frequently	 	 	 	 
	Occasionally	 	 	 	 
	Never	 	 	 	 


 


(f)          Do
you expect your current level of income to significantly decrease in the foreseeable future:


 


	 	YES  ̈	NO  ̈


 




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(g)          For
trust, corporate, partnership and other institutional subscribers, do you expect your total assets to significantly decrease in
the foreseeable future:


 


	 	YES  ̈	NO  ̈


 


(h)          Do
you have any other investments or contingent liabilities which you reasonably anticipate could cause you to need sudden cash requirements
in excess of cash readily available to you:


 


	 	YES  ̈	NO  ̈


 


(i)          Are
you familiar with the risk aspects and the non-liquidity of investments such as the securities for which you seek to subscribe?


 


	 	YES  ̈	NO  ̈


 


(j)          Do
you understand that there is no guarantee of financial return on this investment and that you run the risk of losing your entire
investment?


 


	 	YES  ̈	NO  ̈


 


11.         MANNER
IN WHICH TITLE IS TO BE HELD. (circle one)


 


	 	(a)	Individual Ownership
	 	(b)	Community Property
	 	(c)	Joint Tenant with Right of Survivorship (both parties must sign)
	 	(d)	Partnership
	 	(e)	Tenants in Common
	 	(f)	Company
	 	(g)	Trust
	 	(h)	Other


 


12.         FINRA
AFFILIATION.


 


Are you affiliated or associated with an
FINRA member firm (please check one):


 


	Yes  ̈	No  ̈


 


If Yes, please describe:


 


If you are affiliated or associated with
an FINRA member firm, please advise if you are purchasing the Securities in the ordinary course of business and that you have no
agreements or understandings, directly or indirectly, with any person to distribute the securities. (please check one):


 


	Yes  ̈	No  ̈


 




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*If the undersigned is a Registered Representative
with an FINRA member firm, have the following acknowledgment signed by the appropriate party:


 


The undersigned FINRA member firm acknowledges
receipt of the notice required by Article 3, Sections 28(a) and (b) of the Rules of Fair Practice.


 


	 	 
	Name of FINRA Member Firm


 


	By:	 	 
	 	Authorized Officer


 


Date:


 


13.         The
undersigned is informed of the significance to the Company of the foregoing representations and answers contained therein and such
answers have been provided under the assumption that the Company will rely on them.


 


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BLANK]


 




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EXECUTION BY SUBSCRIBER


 


$_________________________ ($0.50 per share)
(the “Subscription Price”)


 


Shares_____________________ (determined
by dividing the above subscription amount by $0.50)


 


	 
	Exact Name in Which Title is to be Held
	 
	 
	(Signature)
	 
	 
	Name and Title (if applicable)
	 
	 
	Address: Number and Street


 


	 	 	 
	City	State	Zip Code


 


	 
	Social Security Number or Tax Identification Number


 


Accepted this ___ day of _________, 2016
on behalf of Avalon GloboCare Corp.


 


	 	By:	 
	 	Name:
	 	Title:


 




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